UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 333-150548
GREEN BIKES RENTAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 7350 75-3265854
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of organization) Classification Code) Identification #)
455 Route 306 Suite M#2922
Monsey, New York 10952
(604) 716-1675
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada 89511
(608) 827-5300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,508,300 as of September 12, 2008
ITEM 1. FINANCIAL STATEMENTS
Green Bikes Rental Corporation
July 31, 2008
Index
-----
Balance Sheets (Unaudited)............................................... 3
Statements of Operations (Unaudited)..................................... 4
Statements of Cash Flows (Unaudited)..................................... 5
Statement of Changes in Stockholders' Equity (Deficit) (Unaudited)....... 6
Notes to the Unaudited Financial Statements.............................. 7
2
Green Bikes Rental Corporation
(A Development Stage Company)
Balance Sheets
As of July 31, 2008 and January 31, 2008
(Unaudited)
July 31, January 31,
2008 2008
-------- --------
ASSETS
Current Assets
Cash $ 42,166 $ 3,000
-------- --------
Total Assets $ 42,166 $ 3,000
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ -- $ --
Due to related parties 3,405 3,405
-------- --------
3,405 3,405
Stockholders' Equity (Deficit)
Preferred stock, 75,000,000 shares authorized,
$.00001 par value, none issued and outstanding -- --
Common stock, 75,000,000 shares authorized,
$.00001 par value, 5,508,300 and 5,000,000 shares
issued and outstanding at July 31, 208 and
January 31, 2008, respectively 55 50
Additional paid-in capital 54,411 450
Deficit accumulated during the development stage (15,705) (905)
-------- --------
Total Stockholders' Equity (Deficit) 38,761 (405)
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 42,166 $ 3,000
======== ========
See the accompanying summary of accounting policies and
notes to the financial statements
3
Green Bikes Rental Corporation
(A Development Stage Company)
Statements of Operations
For the Three and Six Months Ended July 31, 2008 and from
December 17, 2007 (Inception) Through July 31, 2008
(Unaudited)
For the three For the six December 17, 2007
months ended months ended (inception) through
July 31, July 31, July 31,
2008 2008 2008
---------- ---------- ----------
Operating Expenses
Consulting services $ 750 $ 1,500 $ 1,750
General and administrative 5,109 5,128 5,253
Rent 750 1,500 1,750
Legal and accounting -- 6,536 6,816
Interest expense 68 136 136
---------- ---------- ----------
Total Expenses 6,677 14,800 15,705
---------- ---------- ----------
Net Loss $ (6,677) $ (14,800) $ (15,705)
========== ========== ==========
Net Loss Per Common Share - Basic and Diluted $ (0.00) $ (0.00)
========== ==========
Weighted Average Number of Common Shares Outstanding 5,258,034 5,130,435
========== ==========
See the accompanying summary of accounting policies and
notes to the financial statements
4
Green Bikes Rental Corporation
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended April 30, 2008 and from
December 17, 2007 (Inception) Through April 30, 2008
(Unaudited)
For the six December 17, 2007
months ended (inception) through
July 31, July 31,
2008 2008
-------- --------
Operating Activities
Net loss $(14,800) $(15,705)
Adjustments to reconcile net loss to net
cash used in operating activities:
Donated consulting services and expenses 3,000 3,500
Imputed interest on shareholder advance 136 136
Changes in operating assets and liabilities
Increase in accounts payable -- --
-------- --------
Net Cash Used in Operating Activities (11,644) (12,069)
-------- --------
Financing Activities
Proceeds from sale of common stock 50,830 50,830
Advance from related party -- 3,405
-------- --------
Net Cash Provided by Financing Activities 50,830 54,235
-------- --------
Increase in Cash 39,166 42,166
Cash - Beginning of Period 3,000 --
-------- --------
Cash - End of Period $ 42,166 $ 42,166
======== ========
Supplemental Disclosures:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
See the accompanying summary of accounting policies and
notes to the financial statements
5
Green Bikes Rental Corporation
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
For the Period From December 17, 2007 (Inception) Through July 31, 2008
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Balances at December 17, 2007 -- $ -- $ -- $ -- $ --
Issuance of founder's shares 5,000,000 50 (50) -- --
Donated services -- -- 500 -- 500
Net loss -- -- -- (905) (905)
--------- ------ -------- --------- --------
Balances at January 31, 2008 5,000,000 50 450 (905) (405)
Sale of common stock 508,300 5 50,825 -- 50,830
Donated services -- -- 3,000 -- 3,000
Imputed interest on shareholder advance -- -- 136 -- 136
Net loss -- -- -- (14,800) (14,800)
--------- ------ -------- --------- --------
Balances at July 31, 2008 5,508,300 $ 55 $ 54,411 $ (15,705) $ 38,761
========= ====== ======== ========= ========
See the accompanying summary of accounting policies and
notes to the financial statements
6
Green Bikes Rental Corporation
(A Development Stage Company)
Notes to Unaudited Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Green Bikes Rental
Corporation have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with Green
Bikes' audited 2008 annual financial statements and notes thereto filed with the
SEC on form S-1. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the result of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements, which would substantially duplicate the disclosure
required in Green Bikes' 2008 annual financial statements have been omitted.
NOTE 2 - GOING CONCERN
Green Bikes' financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business for the foreseeable future. Since
inception, the Company has accumulated losses aggregating to $15,705 and has
insufficient working capital to meet operating needs for the next twelve months
as of July 31, 2008, all of which raise substantial doubt about Green Bikes'
ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
A director loaned $3,405 to the Company during the period ended January 31,
2008, which is unsecured, non interest bearing, with no specific terms of
repayment. Imputed interest of $136 is included in additional paid in capital.
During the period ended July 31, 2008 the Company recognized a total of $3,000
for donated services provided by the President and Director of the Company.
NOTE 4 - COMMON STOCK
Green Bikes issued 5,000,000 shares of common stock (founder's shares) on
December 17, 2007 to the President and Director of the Company. During the
quarter ended July 31, 2008, the company sold 508,300 shares of common stock at
a price of $0.1 per share for cash proceeds of $50,830.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS 10-Q CONTAINS FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH AS A RESULT OF GENERAL ECONOMIC CONDITIONS AND
CHANGES IN THE ASSUMPTIONS USED IN MAKING SUCH FORWARD-LOOKING STATEMENTS. THE
FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ TOGETHER WITH THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS AND ACCOMPANYING NOTES AND THE OTHER FINANCIAL INFORMATION APPEARING
ELSEWHERE IN THIS REPORT. THE ANALYSIS SET FORTH BELOW IS PROVIDED PURSUANT TO
APPLICABLE SECURITIES AND EXCHANGE COMMISSION REGULATIONS AND IS NOT INTENDED TO
SERVE AS A BASIS FOR PROJECTIONS OF FUTURE EVENTS. REFER ALSO TO "CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS" AND "RISK FACTORS" BELOW.
The following discussion and analysis provides information which management of
Green Bikes Rental Corporation (the "Company") believes to be relevant to an
assessment and understanding of the Company's results of operations and
financial condition. This discussion should be read together with the Company's
financial statements and the notes to financial statements, which are included
in this report.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This management's discussion and analysis or plan of operation should be read in
conjunction with the financial statements and notes thereto of the Company for
the quarter and six months ended July 31, 2008. Because of the nature of a
relatively new and growing company the reported results will not necessarily
reflect the future.
This section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
PLAN OF OPERATION
We are a start-up corporation and have not yet generated or realized any
revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin our operations. In May 2008 we raised $50,830 in our public offering of
common stock.
Our goal is to commence our operations. We intend to accomplish the foregoing
through the following milestones:
1. We plan immediately to start marketing research of our business. We
believe it will be completed within 120 days and it will cost between
$4,000 to $5,000.
8
2. After completion of our marketing research, we will immediately begin
to develop our website. We believe that our website can be fully
operational within 90 days and it will cost between $2,000 and $4,500.
3. After our website is established, we intend to market our business to
potential customers or investors through our website and by personal
contact through Ms. Nesterchuk, our president.
Within 240 days after we complete our public offering, we should be in the
position to establish our bicycle docking stations. We will attempt to build
these stations on a cost-sharing basis with potential vendors in Kiev, Ukraine.
In summary, our website should be fully operational within 210 days and we
should begin to build docking stations in 240 days of completing our offering.
If we cannot generate sufficient revenues to continue operations, we will
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in development stage operations and have
not yet generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain
the capital required to implement our business plan.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available to us on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to our existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON DECEMBER 17, 2007 TO JULY 31, 2008
During this period we incorporated the company, hired an attorney, and hired an
auditor for the preparation of this registration statement. We also prepared an
internal business plan. In addition, we reserved the domain name
"www.greenbikesrental.com." Our loss since inception is $ 15,705 of which $6,816
is for legal and accounting fees, $1,750 is for rent, $1,750 is for consulting
services, and $5,389 is for filing fees and general office expenses. We expect
to begin operations within 240 days after completing of our offering.
9
Since inception, we have issued 5,000,000 shares of common stock to our sole
officer and director. During the quarter ended July 31, 2008, the company sold
508,300 shares of common stock at a price of $0.1 per share for cash proceeds of
$50,830.
LIQUIDITY AND CAPITAL RESOURCES
Money that we raised in our public offering will be applied to the items set
forth in the Use of Proceeds section of our prospectus. We believe that we will
begin operations within 240 days but we cannot guarantee that once we begin
operations we will stay in business after operations have commenced. If we are
unable to successfully attract customers to utilize our bicycle rental services,
we may use up the proceeds from this offering and will need to find alternative
sources, like a second public offering, a private placement of securities, or
loans from our officers or others in order for us to continue our operations. At
present, we have not made any arrangements to raise additional capital, other
than through this offering.
We issued 5,000,000 shares of common stock to our sole officer and director
pursuant to the exemption from registration contained in Regulation S of the
Securities Act of 1993. The purchase price of the shares was $50. This was
accounted for as an acquisition of shares. Ms. Nesterchuk covered our initial
expenses of $3,405 for incorporation, accounting and legal fees. The amount owed
to Ms. Nesterchuk is non-interest bearing, unsecured and due on demand. Further
the agreement with Ms. Nesterchuk is oral and there is no written document
evidencing the agreement.
During the quarter ended July 31, 2008, the company sold 508,300 shares of
common stock at a price of $0.1 per share for cash proceeds of $50,830.
As of July 31, 2008, our total assets were $42,166 and our total liabilities
were $3,405.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management, as appropriate, to
allow timely decisions regarding required disclosure. Our current principal
executive officer, who is also our principal financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated
10
under the Exchange Act. Based upon that evaluation, our principal executive and
financial officer has concluded that our disclosure controls and procedures were
effective in alerting management in a timely fashion to all material information
required to be included in our periodic filings with the Commission.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
11
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 9, 2008, the Securities and Exchange Commission declared our Form S-1
Registration Statement effective, file number 333-139986, permitting us to offer
up to 2,000,000 shares of common stock at $0.10 per share. There is no
underwriter involved in our public offering.
On May 30, 2008, we completed our public offering and raised $50,830 by selling
508,300 shares of common stock. Since then we have used the proceeds as follows:
Accounting and Legal Expense $ 6,816
General & Administrative 1,848
Bank balance as of July 31, 2008 42,166
-------
TOTAL: $50,830
=======
ITEM 6. EXHIBITS
The following documents are included herein:
Exhibit No. Document Description
- ----------- --------------------
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the Registrant and in
the capacities on this 12th day of September, 2008.
GREEN BIKES RENTAL CORP.
(registrant)
By: /s/ Yulia Nesterchuk
---------------------------------------
Yulia Nesterchuk
President, Principal Executive Officer,
Treasurer, Principal Financial Officer,
Principal Accounting Officer and sole
member of the Board of Directors.
13
EXHIBIT INDEX
Exhibit No. Document Description
- ----------- --------------------
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of
2002.